Security Plans v. CUNA Mutual, No. 13-384 (2d Cir. 2014)Annotate this Case
Security Plans, a credit insurer, filed suit against CUNA, alleging breaches of contract and of the implied covenant of good faith and fair dealing. The district court granted summary judgment to CUNA and Security Plans appealed. The court concluded that the district court properly declined to rely on parol evidence to reinterpret the contract and rejected Security Plan's argument that the doctrine of promissory estoppel bars CUNA from deducting excess service fees. Therefore, the court affirmed the grant of summary judgment on the service fee claim. The court concluded, however, that the record on appeal presents sufficient evidence to create a triable issue of fact as to CUNA's handling of the earnout calculation. A rational trier of fact could properly conclude that it was arbitrary for CUNA to refuse to revise the earnout calculation in order to correct for the suspect numbers. Accordingly, the court vacated the grant of summary judgment as to the implied covenant claim and remanded for further proceedings.